REG - TBC Bank Group PLC - Result of AGM

TBC BankAnnouncement

Tue 15:00

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RNS Number : 9595E  TBC Bank Group PLC  19 May 2026

TBC Bank Group PLC

(the "Company")

Result of AGM

The Annual General Meeting of the Company was held at 10:00 am on 19 May 2026
at the offices of Baker McKenzie, 280 Bishopsgate, London EC2M 4AG, United
Kingdom. All resolutions presented at the AGM were put to the meeting on a
poll and all were passed with the requisite majority. The full results are
detailed below.

 N   Resolution                                                                Votes for   % of votes cast  Votes against  % of votes cast  Total votes  % of issued share capital voted  Votes withheld
 1   To receive the annual report and accounts                                 41,720,854  100.00%          355            0.00%            41,721,209   74.87                            15,618
 2   To approve the directors' remuneration report                             36,088,555  89.78%           4,108,604      10.22%           40,197,159   72.13                            1,539,668
 3   To reappoint Arne Berggren as a director                                  41,714,861  99.95%           20,670         0.05%            41,735,531   74.89                            1,296
 4   To reappoint Vakhtang Butskhrikidze as a director                         41,732,779  100.00%          527            0.00%            41,733,306   74.89                            3,521
 5   To reappoint Tsira Kemularia as a director                                41,732,909  100.00%          387            0.00%            41,733,296   74.89                            3,531
 6   To reappoint Per Anders Fasth as a director                               33,328,837  79.86%           8,404,458      20.14%           41,733,295   74.89                            3,532
 7   To reappoint Thymios P. Kyriakopoulos as a director                       33,328,838  79.86%           8,404,458      20.14%           41,733,296   74.89                            3,531
 8   To reappoint Eran Klein as a director                                     41,687,292  99.89%           46,004         0.11%            41,733,296   74.89                            3,531
 9   To reappoint Venera Suknidze as a director                                41,732,622  100.00%          673            0.00%            41,733,295   74.89                            3,532
 10  To reappoint Rajeev Sawhney as a director                                 41,732,768  100.00%          527            0.00%            41,733,295   74.89                            3,532
 11  To reappoint Janet Heckman as a director                                  41,191,558  98.70%           543,973        1.30%            41,735,531   74.89                            1,296
 12  To appoint Monica Kalia as a director                                     41,735,068  100.00%          426            0.00%            41,735,494   74.89                            1,333
 13  To declare a final dividend                                               41,735,693  100.00%          347            0.00%            41,736,040   74.89                            787
 14  To appoint Ernst & Young LLP as the Company's auditor                     41,287,210  98.92%           448,732        1.08%            41,735,942   74.89                            885
 15  To authorise the audit committee to determine the auditor's remuneration  41,734,245  100.00%          1,597          0.00%            41,735,842   74.89                            985
 16  To give authority to allot securities up to a specified amount            38,782,063  92.92%           2,953,742      7.08%            41,735,805   74.89                            1,022
 17  To disapply statutory pre-emption rights                                  37,356,789  89.51%           4,379,147      10.49%           41,735,936   74.89                            891
 18  To further disapply statutory pre-emption rights                          36,948,579  88.53%           4,787,226      11.47%           41,735,805   74.89                            1,022
 19  To give authority to make market purchases of the Company's shares        41,728,819  100.00%          867            0.00%            41,729,686   74.88                            7,141
 20  To permit General Meetings on not less than 14 clear days' notice         39,466,316  94.56%           2,269,626      5.44%            41,735,942   74.89                            885

 

Resolution 06 and Resolution 07 - Director reappointments of Per Anders Fasth
and Thymios P. Kyriakopoulos

 

The Board notes that Resolution 06 and Resolution 07, concerning the
reappointment of Per Anders Fasth and Thymios P. Kyriakopoulos respectively as
a Director of the Company, each received 20.14% of votes against.

 

Whilst the resolutions were passed, the Board takes the level of shareholder
opposition seriously and is committed to understanding the specific concerns
of those shareholders who voted against in respect of, Resolution 06 and
Resolution 07. We will engage with those shareholders during the coming months
to understand their concerns. We will provide an update after six months and a
final summary in the next Annual Report & Accounts.

 

 

NOTES

1. Votes "For" and "Against" are expressed as a percentage of votes cast.

2. Votes "For" include discretionary votes.

3. A "Vote withheld" is not a vote in law and is not counted in the
calculation of the votes "For" or "Against" a resolution.

4. The total number of shares in issue is 55,726,793 ordinary shares of
£0.01. Ordinary shareholders are entitled to one vote per share held.

5. To view the full wording of the resolutions, please refer to the 2026
Notice of Annual General Meeting on the Company's website,
www.tbcbankgroup.com (http://www.tbcbankgroup.com) .

6. In accordance with the UK Financial Conduct Authority's Listing Rule 9.6.2,
copies of all the resolutions passed other than resolutions concerning
ordinary business have been submitted to the UK Financial Conduct Authority
via the National Storage Mechanism and will shortly be available for
inspection at the National Storage Mechanism located at:
https://data.fca.org.uk/#/nsm/nationalstoragemechanism
(https://data.fca.org.uk/#/nsm/nationalstoragemechanism) .

 

 

 

 

For further enquiries, please contact:

Director of Investor Relations

Andrew Keeley

Or

Head of Investor Relations

Anna Romelashvili
ir@tbcbank.com.ge (mailto:ir@tbcbank.com.ge)

About TBC Bank Group PLC ("TBC Group")

TBC Group is a London-listed financial services group (LSE: TBCG) serving 7.2
million digital monthly active users across Georgia and Uzbekistan through two
complementary business models focused on simplicity, accessibility and
customer experience. TBC Georgia is the country's leading financial services
provider - a digitally-led franchise across retail, MSME and CIB with a
nationwide footprint and a long track record of profitable growth and strong
shareholder returns. TBC Uzbekistan is building Central Asia's leading digital
financial ecosystem, serving consumers and businesses through a fully digital
model.

Founded in Georgia in 1992 and operating in Uzbekistan since 2020, TBC Group
has evolved from a national leader into a regional financial services group.

TBC PLC is a public limited company registered in England and Wales. It is a
constituent of the FTSE 250 Index and is also included in the FTSE4Good Index
Series and the MSCI United Kingdom Small Cap Index.

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